The Plan provides that the occurrence of the Effective
Date is subject to satisfaction of the following conditions precedent:

a.The Confirmation
Order shall have been entered by the Clerk of the Bankruptcy Court, be in full
force and effect and not be subject to any stay or injunction;

b.All necessary
consents, authorizations and approvals shall have been given for the transfers
of property and the payments provided for or contemplated by the Plan,
including, without limitation, satisfaction or waiver of all conditions to (i)
the obligations of the Debtors under the Plan and the Plan Documents, and (ii)
the obligations of the Exit Lenders to make loans under the Exit Facility in an
amount not less than $[750] million; and

c.The MAG Holdco
Indenture, the MAG Holdco Notes, and the Exit Facility shall have become
effective and all conditions to the effectiveness thereof shall have been
satisfied or waived.

The Plan provides that each of the conditions
precedent described above, other than the condition requiring entry and
effectiveness of the Confirmation Order may be waived, in whole or in part, by
the Debtors. The Plan further provides
that any such waiver may be effected at any time,
without notice, without notice or order of the Bankruptcy Court and without any
formal action other than proceeding to consummate the Plan.